VHCDC HOME OWNERSHIP ASSISTANCE PROGRAM
REFERRAL NETWORK AGREEMENT

This Referral Network Agreement ("the Agreement") contains the complete terms and conditions between us, Virginia Housing and Community Development Corporation ("VHCDC") and you, regarding your enrollment and participation in, the VHCDC Home Ownership Assistance Program Referral Network (“the Network”) as an affiliate of VHCDC (an “Affiliate”).

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Definitions

"Affiliate" - The business, individual, or entity applying to and participating in the Network, providing a product and/or service to first-time homebuyers referred through the Program.

"Client Portal" – VHCDC’s client management system, our online tool for managing client contact information, activities, correspondence, demographics, and insights.

"Qualified Sale" - A sale of products and services by you to a Referred Client that is not excluded under Section 7.

"Referred Client" - Each new and unique client referred to you through the Client Portal or direct correspondence.

"Referral Fees" - The amount you will pay VHCDC for each referral pursuant to the terms of this Agreement.

"Registration Form" - Any and all applications, order forms, or other signup or acceptance forms submitted by a Referred Client to engage or purchase your products and services.

1. Enrollment in the Affiliate Program

1. To begin the enrollment process, you must submit a completed Referral Network Enrollment Form. Click here to complete the form. You will be invoiced the enrollment fee, if your application is accepted.


2. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.  We may reject your application if we determine (in our sole discretion) that you and/or your company are not suitable for the Network for any reason, including, but not limited to, our study of past client reviews, complaints filed with a Better Business Bureau, lawsuits, financial instability, and adverse action(s) by an agency, department, or commission of the Commonwealth of Virginia.


3. If we reject your application, for any reason, you may not re-apply to the Network. VHCDC, in its sole discretion, reserves the right to notify or not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.

2. Promotion of Our Affiliate Relationship

1. Network Profile. If you qualify and agree to participate in our Network as an Affiliate, we will add your name, company name, and bio to our website.  Your Network Profile will serve solely to identify you as a member of the Affiliate Program.  You agree to cooperate fully with us in order to establish and maintain such information and ensure it remains accurate.  VHCDC may modify its website from time to time to improve the user experience and promote its home ownership program, and for other purposes, in its sole discretion.


2. Affiliate Marketing. Any information with respect to VHCDC intended for display on your website, brochures, flyers, and letters must be preapproved by VHCDC in writing.


3. Discounts and Coupons. VHCDC will not promote any discounts and coupons on your products and services.  Affiliates are encouraged to advise the Referred Client directly of any opportunity for savings through reduced pricing and commissions.


4. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE VHCDC TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “VHCDC IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT VHCDC’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE VHCDC IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF VHCDC IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF VHCDC IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF VHCDC’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY VHCDC’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH VHCDC SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF VHCDC’S INTELLECTUAL PROPERTY RIGHTS.


5. Discounts and Coupons. VHCDC will not use its websites to promote any credits, discounts or coupons for your products and services.  You may provide VHCDC printed material for distribution at its first-time home-buyer classes, landlord and tenant workshops, and one-on-one counseling sessions.  Such materials shall be limited to one page and delivered to our Housing Services Office located at 719 High Street, Portsmouth, VA 23704.  Additionally, you are encouraged to advise the Referred Client directly of any opportunity for savings through reduced pricing and sales commissions.

3. Referral Fees. 

Referral fees will be calculated according to your stated professional credentials.  If you are a member of one or more of the professional associations listed in the Enrollment Form, you shall be deemed Credentialed, so long as your membership in that association is current.  If you are NOT a member of a professional association listed in the Enrollment Form, you shall be deemed Non-Credentialed.  Subject to the terms of this Agreement, Referral Fees shall be calculated and paid to VHCDC according to the chart below:

1. You agree to pay the above Referral Fee(s) within ten (10) days of the completed transaction. For insurance products, the completed transaction shall be the issuance of an insurance policy, to include an auto, boat, disability, health, home, life, motorcycle, renters, and title insurance policy(ies).


2. You agree to pay the Referral Fee(s) based on the current information in your Affiliate profile. You agree to notify us promptly of any change in your address, license, professional association (membership), or name by updating your profile information in the Client Management System.

4. VHCDC Client Management System.

We will provide all of the information necessary for you access the Client Portal (Client Management System).  You agree not to share your access credentials with anyone.  VHCDC will be solely responsible for maintaining the portal. 

5. E-mails and Publicity.

Access to the VHCDC Client Management System may present you the contact information of ALL clients registered in the system.  You shall not create, publish, transmit or distribute, under any circumstances, any email message(s) (also known as "SPAM") to any client(s) that were not referred to you through the System or otherwise.  Additionally, you may only send emails to people who have consented to receiving such communications from you. Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you your participation in the Affiliate Program.

6. Licenses and Use of VHCDC Logos and Trademarks.

1. Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our Client Management System and (ii) to use the VHCDC trademark and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of demonstrating your affiliation with us and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.


2. You shall not use the Licensed Materials for any purposes other than carrying out the purposes of the Program, without first submitting a sample to us and obtaining the express prior written consent of VHCDC in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays VHCDC, any other affiliate of VHCDC or any VHCDC employee, director, officer, or volunteer in a negative light.  We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.


3. You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote VHCDC and the Affiliate Program, provided that VHCDC’s use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.

1. The term of this Agreement will begin upon our acceptance of your Referral Network Enrollment Form and will end when terminated by either party (the “Term”).  Either party may terminate this Agreement at any time, with or without cause.


2. You agree to pay Referral Fees for Referred Clients occurring during the Term.  Referral Fees earned prior to the date of termination will be eligible for payment only if the transactions for the products and services referred are not cancelled within 365 days and comply with all of the terms of this Agreement.


3. Any Affiliate who violates this Agreement, VHCDC's Terms and Conditions, or any applicable law will immediately forfeit any right to participate in the Affiliate program and will be immediately removed from the Affiliate Program.  Removal shall not relieve the Affiliate of the responsibility to pay VHCDC Referral Fees for Referred Clients submitted prior to removal.


4. VHCDC reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in VHCDC's sole discretion.
   

8. Modification.

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you are notified.  Such modifications shall take effect when posted on our website.  Modifications may include, but are not limited to, changes in the scope of available Referral Fees and Affiliate Program rules.  If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.

9. Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any products and services offered through the Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).  In addition, we make no representation that the operation of our websites will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Clients during any period of interruption.

10. Relationship of Parties.

You and VHCDC are independent of each other, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your website or otherwise, that contradicts anything in this section.

11. Representations and Warranties:

You hereby represent and warrant to us as follows:

1. You have reviewed and understand this Agreement and agree to be bound by its terms.


2. You are licensed to sell the real estate services for which you are enrolling, and your license has not been de-activated, suspended, or revoked.


3. Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.


4. You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to VHCDC the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.


5. You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.


6. There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.


7. During the Term, you will not include in your product or service marketing material content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.


8. You are at least eighteen (18) years of age.

12. Limitation of Liability.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification.

You hereby agree to indemnify and hold harmless VHCDC and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and clients, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

14. Confidentiality.

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, VHCDC customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (A) already lawfully known to or independently developed by the receiving party, (B) disclosed in published materials, (C) generally known to the public, or (D) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (A) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (B) to its accountants, attorneys, or other agents on a confidential basis, and (C) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

15. Independent Investigation.

You understand that we may at any time (directly or indirectly) solicit relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate an enterprise, line of business, or trade that are similar to or compete with you. You have independently evaluated the desirability of participating in the VHCDC Referral Network and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement

16. Miscellaneous.

1. Governing Law. The laws of the Commonwealth of Virginia shall govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Suffolk, Virginia and you irrevocably consent to the jurisdiction of such courts.


2. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.


3. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

This page was last modified on November 16, 2021.